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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
ESG Reports and Ratings: What They Are, Why They Matter
Most international and domestic public (and many private) companies are being evaluated and rated on their environmental, social and governance (ESG) performance by various third party providers of reports and ratings. Institutional investors, asset managers, financial institutions and other stakeholders are increasingly relying on these reports and ratings to assess and measure company ESG performance […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Asset management, Corporate Social Responsibility, Environmental disclosure, ESG, Exchange-traded funds, Financial institutions, Index funds, Institutional Investors, ISS, Proxy advisors, Reputation, Sustainability
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When a Piece of Your Company No Longer Fits: What Boards Need to Know About Divestitures
Focusing on growth is a given when it comes to increasing value for a company’s investors. That can mean exploring an acquisition or a strategic alliance—actions that expand the organization’s reach. But a divestiture could also help boost returns for shareholders. In fact, many shareholder activism campaigns have urged selling parts of companies as a way […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board communication, Board composition, Boards of Directors, Firm performance, IPO Spinning, IPOs, Joint ventures, Long-Term value, Management, Mergers & acquisitions, Profitability, Shareholder value, Spinoffs
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By the Numbers: Venture-Backed IPOs in 2016
Only 42 venture-backed companies went public in the United States in 2016, including eight incorporated outside the United States, making it the most challenging year by number of IPOs and by aggregate offering amount raised since the recessionary times of 2009. The average offering amount per IPO in 2016 was only $77.3 million—the lowest average […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Private Equity
Tagged Accounting standards, Antitakeover, Board independence, Boards of Directors, Capital formation, Charter & bylaws, Disclosure, Equity capital, Executive Compensation, Incorporations, IPOs, JOBS Act, Private equity, Public firms, Venture capital firms
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The ESG Integration Paradox
If investment managers followed the old saying “whatever is worth doing is worth doing well,” then more would have best‐in‐class environmental, social and governance (ESG) programs. It used to be that asset owners could identify which investment managers “got” ESG investing principles simply by asking whether they had a written ESG policy. Today, most investment […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors
Tagged Asset management, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Fund managers, Incentives, Institutional Investors, Long-Term value, Shareholder value, Sustainability
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Review of Shareholder Activism—1H 2017
Review of Shareholder Activism in 1H 2017 1. The most prominent activists have ramped up their activity, raising capital and launching campaigns against blue chip targets Unique approaches such as Mantle Ridge’s single-investment targeting of CSX, Greenlight’s dual-class proposal at GM and Elliott’s partnership with BlueScape at NRG indicate a willingness to pursue ambitious and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Index funds, Institutional Investors, International governance, Mutual funds, Shareholder activism, Shareholder voting
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Internal Capital Markets in Times of Crisis: The Benefit of Group Affiliation in Italy
The Italian banking system began experiencing large credit losses starting at the beginning of the 2008 Global Financial Crisis and increasing further with the onset and deepening of the Euro Crisis in 2011. By December of 2015, aggregate bad loans had reached about €200 billion, or approximately 8% of total loans outstanding. Losses are substantially […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Banks, Capital markets, Cash flows, EU, Europe, Financial crisis, Foreign banks, International governance, Italy, Social networks, Systemic risk
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Securities Class Actions: 2016 Full-Year Review and Mid-2017 Flash Update
The pace of securities class action filings [in 2016] was the highest since the aftermath of the 2000 dot-com crash. Growth in filings was dominated by federal merger objections, which reached a record high, and followed various state court decisions restricting “disclosure-only” settlements, the most prominent being the 2016 Trulia decision in the Delaware Court […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, DOJ, Filings, Merger litigation, Mergers & acquisitions, PSLRA, Rule 10b-5, Section 11, Securities enforcement, Securities litigation, U.S. federal courts
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Tainted Executives as Outside Directors
In our paper, Tainted Executives as Outside Directors, which was recently made publicly available on SSRN, we examine whether there is ex-post settling up in the director labor market for tainted executives, i.e., executives who are allegedly involved in governance failures. A rich literature dating back to Fama (1980) and Fama and Jensen (1983) argues […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board independence, Board monitoring, Boards of Directors, Class actions, Director qualifications, Executive performance, Incentives, Labor markets, Management, Misconduct, R&D, Reputation
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The Effect of Cultural Similarity on Mergers and Acquisitions: Evidence from Corporate Social Responsibility
A critical determinant of merger success is post-merger integration. In our forthcoming Journal of Financial and Quantitative Analysis article The Effect of Cultural Similarity on Mergers and Acquisitions: Evidence from Corporate Responsibility, we provide an examination of the role of similarity in merging firms’ corporate cultures on merger outcomes. Specifically, we study whether firms with […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Mergers & Acquisitions
Tagged Corporate culture, Corporate Social Responsibility, Deal certainty, Diversity, ESG, Firm performance, Mergers & acquisitions, Stakeholders
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Learnings from Some Recent Contested Cases Before the UK Takeover Panel
The UK system of public takeovers—both with regards to its rules (as set out in the Code on Takeovers and Mergers (the Code)) and rulings under the Code—can be challenging to parties and practitioners not familiar with the underlying UK and European regimes on takeovers. The key features of the UK takeover system are its flexibility, […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, International governance, Mergers & acquisitions, Takeovers, Target firms, UK, UK Takeover Code
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